U_pure in Millions
We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as compared to the Company's performance. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of Dr. Keh-Shew Lu (“PEO 1”) and Mr. Gary Yu (“PEO 2”), both of whom served as our PEO during 2025, and our non-PEO NEOs, along with total shareholder return ("TSR"), net income, and net sales performance results for fiscal years 2021, 2022, 2023, 2024, and 2025:
Pay versus Performance |
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|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based On: |
|
|
|
Year |
Summary Compensation Table Total for PEO 1 |
Compensation Actually Paid to PEO 1 |
Summary Compensation Table Total for PEO 2 |
Compensation Actually Paid to PEO 2 |
Average Summary Compensation |
Average Compensation Actually Paid to Non-PEO NEOs |
Total Shareholder Return |
Peer Group Total Shareholder Return |
Net Income (millions) |
Net Sales (millions) (4) |
2025 |
$3,695,596 |
$(1,041,418) |
$4,331,731 |
$2,712,588 |
$1,567,510 |
$1,649,178 |
$70 |
$130 |
$66 |
$1,482 |
2024 |
4,823,227 |
(506,424) |
— |
— |
1,978,444 |
1,670,159 |
109 |
170 |
44 |
1,311 |
2023 |
9,483,816 |
13,252,259 |
— |
— |
1,955,936 |
2,683,673 |
114 |
103 |
227 |
1,662 |
2022 |
9,045,646 |
(2,249,898) |
— |
— |
2,466,178 |
1,048,748 |
135 |
129 |
331 |
2,001 |
2021 |
8,137,329 |
30,669,186 |
— |
— |
2,189,740 |
5,627,245 |
195 |
202 |
229 |
1,805 |
The PEOs and other NEOs included in the above compensation columns are comprised of the following:
Year |
PEO |
|
NON-PEO NEOS |
2025 |
Dr. Keh-Shew Lu and |
|
Brett R. Whitmire, Francis Tang, Emily Yang, Andy (Kuo-Ting) Tsong, Jin Zhao |
2024 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Emily Yang |
2023 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
2022 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
2021 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
To calculate the amounts in the "Compensation Actually Paid to PEO" columns in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) "Total" compensation of the PEO for each applicable year, as reported in the Summary Compensation Table above.
Compensation Actually Paid to PEO |
|
||||||||||||||
Year |
Summary Compensation Table Total for PEO (1) |
|
Minus |
|
Plus |
|
Plus |
|
Compensation Actually Paid to PEO |
|
|||||
2025 (4) |
$ |
3,695,596 |
|
$ |
2,968,150 |
|
$ |
(1,769,180 |
) |
$ |
316 |
|
$ |
(1,041,418 |
) |
2025 (5) |
|
4,331,731 |
|
|
2,722,423 |
|
|
919,154 |
|
|
184,126 |
|
|
2,712,588 |
|
2024 |
|
4,823,227 |
|
|
3,821,600 |
|
|
(1,508,420 |
) |
|
369 |
|
|
(506,424 |
) |
2023 |
|
9,483,816 |
|
|
8,365,620 |
|
|
12,133,722 |
|
|
341 |
|
|
13,252,259 |
|
2022 |
|
9,045,646 |
|
|
6,250,510 |
|
|
(5,045,133 |
) |
|
99 |
|
|
(2,249,898 |
) |
2021 |
|
8,137,329 |
|
|
5,468,930 |
|
|
28,000,786 |
|
|
1 |
|
|
30,669,186 |
|
Equity Award Adjustments for PEO 1 |
|
||||||||||||||||||
|
2025 (1) |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Fair Value of Equity Awards for PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plus as of year-end value for awards granted during the year |
$ |
2,615,020 |
|
|
$ |
4,995,270 |
|
|
$ |
10,628,640 |
|
|
$ |
7,690,140 |
|
|
$ |
11,090,810 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(1,522,755 |
) |
|
|
(3,991,488 |
) |
|
|
828,753 |
|
|
|
(8,169,217 |
) |
|
|
9,551,577 |
|
Plus change from prior fiscal year-end awards that vested during the year |
|
(271,305 |
) |
|
|
(5,682,752 |
) |
|
|
676,329 |
|
|
|
(4,566,056 |
) |
|
|
7,358,400 |
|
Minus awards granted in prior years that did not meet vesting conditions |
|
(2,590,140 |
) |
|
|
(2,576,640 |
) |
|
— |
|
|
— |
|
|
— |
|
|||
Total equity award adjustments |
|
(1,769,180 |
) |
|
|
(7,255,609 |
) |
|
|
12,133,722 |
|
|
|
(5,045,133 |
) |
|
|
28,000,786 |
|
(1) Reflects compensation for Dr. Keh-Shew Lu, who was PEO until May 13, 2025.
Equity Award Adjustments for PEO 2 |
|
||
|
2025 (1) |
|
|
Fair Value of Equity Awards for PEO |
|
|
|
Plus as of year-end value for awards granted during the year |
$ |
2,413,466 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(769,084 |
) |
Plus change from prior fiscal year-end awards that vested during the year |
|
(83,809 |
) |
Minus awards granted in prior years that did not meet vesting conditions |
|
(641,420 |
) |
Total equity award adjustments |
|
919,154 |
|
(1) Reflects compensation for Gary Yu, who became PEO on May 13, 2025.
To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-PEO NEOs for each applicable year, as reported in the Summary Compensation Table above.
Average Compensation Actually Paid to Non-PEO NEOs |
|
||||||||||||||
Year |
Average Summary Compensation Table Total for Non-PEO NEOs (1) |
|
Minus |
|
Plus |
|
Plus |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
|||||
2025 |
$ |
1,567,510 |
|
$ |
903,200 |
|
$ |
905,018 |
|
$ |
79,850 |
|
$ |
1,649,178 |
|
2024 |
|
1,978,444 |
|
|
1,455,821 |
|
|
1,072,107 |
|
|
75,428 |
|
|
1,670,159 |
|
2023 |
|
1,955,936 |
|
|
1,446,925 |
|
|
2,099,234 |
|
|
75,428 |
|
|
2,683,673 |
|
2022 |
|
2,466,178 |
|
|
1,511,591 |
|
|
156,437 |
|
|
(62,277 |
) |
|
1,048,748 |
|
2021 |
|
2,189,740 |
|
|
1,308,927 |
|
|
4,615,418 |
|
|
131,013 |
|
|
5,627,245 |
|
Average Equity Award Adjustments for Non-PEO NEOs |
|
||||||||||||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Fair Value of Equity Awards for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plus as of year-end value for awards granted during the year |
|
1,662,915 |
|
|
|
2,286,269 |
|
|
|
1,872,090 |
|
|
|
1,878,755 |
|
|
|
2,709,562 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(159,135 |
) |
|
|
(462,002 |
) |
|
|
91,255 |
|
|
|
(885,837 |
) |
|
|
919,834 |
|
Plus change from prior fiscal year-end awards that vested during the year |
|
(43,732 |
) |
|
|
(89,883 |
) |
|
|
135,890 |
|
|
|
(836,481 |
) |
|
|
986,023 |
|
Minus awards granted in prior years that did not meet vesting conditions |
|
(555,030 |
) |
|
|
(662,277 |
) |
|
— |
|
|
— |
|
|
— |
|
|||
Total equity award adjustments |
|
905,018 |
|
|
|
1,072,108 |
|
|
|
2,099,234 |
|
|
|
156,437 |
|
|
|
4,615,418 |
|
The PEOs and other NEOs included in the above compensation columns are comprised of the following:
Year |
PEO |
|
NON-PEO NEOS |
2025 |
Dr. Keh-Shew Lu and |
|
Brett R. Whitmire, Francis Tang, Emily Yang, Andy (Kuo-Ting) Tsong, Jin Zhao |
2024 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Emily Yang |
2023 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
2022 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
2021 |
Dr. Keh-Shew Lu |
|
Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |
To calculate the amounts in the "Compensation Actually Paid to PEO" columns in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) "Total" compensation of the PEO for each applicable year, as reported in the Summary Compensation Table above.
Compensation Actually Paid to PEO |
|
||||||||||||||
Year |
Summary Compensation Table Total for PEO (1) |
|
Minus |
|
Plus |
|
Plus |
|
Compensation Actually Paid to PEO |
|
|||||
2025 (4) |
$ |
3,695,596 |
|
$ |
2,968,150 |
|
$ |
(1,769,180 |
) |
$ |
316 |
|
$ |
(1,041,418 |
) |
2025 (5) |
|
4,331,731 |
|
|
2,722,423 |
|
|
919,154 |
|
|
184,126 |
|
|
2,712,588 |
|
2024 |
|
4,823,227 |
|
|
3,821,600 |
|
|
(1,508,420 |
) |
|
369 |
|
|
(506,424 |
) |
2023 |
|
9,483,816 |
|
|
8,365,620 |
|
|
12,133,722 |
|
|
341 |
|
|
13,252,259 |
|
2022 |
|
9,045,646 |
|
|
6,250,510 |
|
|
(5,045,133 |
) |
|
99 |
|
|
(2,249,898 |
) |
2021 |
|
8,137,329 |
|
|
5,468,930 |
|
|
28,000,786 |
|
|
1 |
|
|
30,669,186 |
|
Equity Award Adjustments for PEO 1 |
|
||||||||||||||||||
|
2025 (1) |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Fair Value of Equity Awards for PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plus as of year-end value for awards granted during the year |
$ |
2,615,020 |
|
|
$ |
4,995,270 |
|
|
$ |
10,628,640 |
|
|
$ |
7,690,140 |
|
|
$ |
11,090,810 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(1,522,755 |
) |
|
|
(3,991,488 |
) |
|
|
828,753 |
|
|
|
(8,169,217 |
) |
|
|
9,551,577 |
|
Plus change from prior fiscal year-end awards that vested during the year |
|
(271,305 |
) |
|
|
(5,682,752 |
) |
|
|
676,329 |
|
|
|
(4,566,056 |
) |
|
|
7,358,400 |
|
Minus awards granted in prior years that did not meet vesting conditions |
|
(2,590,140 |
) |
|
|
(2,576,640 |
) |
|
— |
|
|
— |
|
|
— |
|
|||
Total equity award adjustments |
|
(1,769,180 |
) |
|
|
(7,255,609 |
) |
|
|
12,133,722 |
|
|
|
(5,045,133 |
) |
|
|
28,000,786 |
|
(1) Reflects compensation for Dr. Keh-Shew Lu, who was PEO until May 13, 2025.
Equity Award Adjustments for PEO 2 |
|
||
|
2025 (1) |
|
|
Fair Value of Equity Awards for PEO |
|
|
|
Plus as of year-end value for awards granted during the year |
$ |
2,413,466 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(769,084 |
) |
Plus change from prior fiscal year-end awards that vested during the year |
|
(83,809 |
) |
Minus awards granted in prior years that did not meet vesting conditions |
|
(641,420 |
) |
Total equity award adjustments |
|
919,154 |
|
(1) Reflects compensation for Gary Yu, who became PEO on May 13, 2025.
To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-PEO NEOs for each applicable year, as reported in the Summary Compensation Table above.
Average Compensation Actually Paid to Non-PEO NEOs |
|
||||||||||||||
Year |
Average Summary Compensation Table Total for Non-PEO NEOs (1) |
|
Minus |
|
Plus |
|
Plus |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
|||||
2025 |
$ |
1,567,510 |
|
$ |
903,200 |
|
$ |
905,018 |
|
$ |
79,850 |
|
$ |
1,649,178 |
|
2024 |
|
1,978,444 |
|
|
1,455,821 |
|
|
1,072,107 |
|
|
75,428 |
|
|
1,670,159 |
|
2023 |
|
1,955,936 |
|
|
1,446,925 |
|
|
2,099,234 |
|
|
75,428 |
|
|
2,683,673 |
|
2022 |
|
2,466,178 |
|
|
1,511,591 |
|
|
156,437 |
|
|
(62,277 |
) |
|
1,048,748 |
|
2021 |
|
2,189,740 |
|
|
1,308,927 |
|
|
4,615,418 |
|
|
131,013 |
|
|
5,627,245 |
|
Average Equity Award Adjustments for Non-PEO NEOs |
|
||||||||||||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Fair Value of Equity Awards for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plus as of year-end value for awards granted during the year |
|
1,662,915 |
|
|
|
2,286,269 |
|
|
|
1,872,090 |
|
|
|
1,878,755 |
|
|
|
2,709,562 |
|
Plus year-over-year change of unvested awards granted in previous years |
|
(159,135 |
) |
|
|
(462,002 |
) |
|
|
91,255 |
|
|
|
(885,837 |
) |
|
|
919,834 |
|
Plus change from prior fiscal year-end awards that vested during the year |
|
(43,732 |
) |
|
|
(89,883 |
) |
|
|
135,890 |
|
|
|
(836,481 |
) |
|
|
986,023 |
|
Minus awards granted in prior years that did not meet vesting conditions |
|
(555,030 |
) |
|
|
(662,277 |
) |
|
— |
|
|
— |
|
|
— |
|
|||
Total equity award adjustments |
|
905,018 |
|
|
|
1,072,108 |
|
|
|
2,099,234 |
|
|
|
156,437 |
|
|
|
4,615,418 |
|
The following graphs illustrates the relationship of CAP for our PEO and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return ("TSR"), net income and net sales. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.
The following graphs illustrates the relationship of CAP for our PEO and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return ("TSR"), net income and net sales. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.
The Company considers, net sales, operating income, and non-GAAP earnings per share the three financial performance measures “most important” linking CAP to the NEOs for 2025 and company performance. After net sales, we do not consider any one of the other following financial performance measures to be a more important measure than the other when measuring performance for our company or executive compensation program. See the discussion above in "Compensation Discussion and Analysis" for additional discussion related to executive pay.